Orion Corporation: Decisions by the AGM on 6 May 2020

ORION CORPORATION STOCK EXCHANGE RELEASE 6 MAY 2020 at 15.00 EEST             

         

Orion Corporation: Decisions by the AGM on 6 May 2020

At the Annual General Meeting of Orion Corporation held today, the following decisions were made:

• A dividend of EUR 1.50 per share was confirmed to be paid. The record date for the dividend payment is 8 May 2020 and the payment date is 15 May 2020.
• The proposals concerning the election and remuneration of the Board of Directors and the auditor and the number of the members of the Board of Directors were approved.
• Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen were re-elected to the Board of Directors. Kari Jussi Aho was elected as a new member. Mikael Silvennoinen was elected as Chairman.
• The AGM approved the remuneration policy for governing bodies.
• The AGM resolved that shareholders forfeit their rights to the shares on the joint account and to the rights that such shares carry.

The Annual General Meeting of Orion Corporation was held today in Helsinki. The following matters were handled at the meeting:

 

Adoption of the Financial Statements for 1 January - 31 December 2019

The AGM confirmed the Financial Statements of the parent company and the Group as per 31 December 2019. 



Dividend EUR 1.50 per share

The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.50 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2019. The record date for the dividend payment is 8 May 2020 and the payment date is 15 May 2020.

Discharge from liability

The members of the Board of Directors and the President and CEO were discharged from liability for the financial period of 1 January - 31 December 2019.

Handling of the Remuneration Policy for governing bodies

The AGM approved the remuneration policy for governing bodies.

Remunerations to be paid to the Board of Directors

The AGM decided that the following remunerations will be paid to the Board of Directors:

 

As an annual fee, the Chairman shall receive EUR 84,000, the Vice Chairman shall receive EUR 55,000 and the other members shall receive EUR 42,000 each. As a fee for each meeting attended, the Chairman shall receive EUR 1,200, the Vice Chairman shall receive EUR 900 and the other members shall receive EUR 600 each. The travel expenses of the Board members shall be paid in accordance with previously adopted practice. The aforementioned fees shall also be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended.

           

Of the annual fee, 60% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired to the members during 8 June - 12 June 2020 from the stock exchange in amounts corresponding to EUR 33,600 for the Chairman, EUR 22,000 for the Vice Chairman and EUR 16,800 for each of the other members. The part of the annual fee that is to be paid in cash corresponds to the approximate sum necessary for the payment of the income taxes on the fees and shall be paid no later than 30 June 2020. The annual fees encompass the full term of office of the Board of Directors.

 

In addition, the AGM decided that the Company shall pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares.





Composition of the Board of Directors

The number of members in the Board of Directors was confirmed to be seven. Pia Kalsta, Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen and Mikael Silvennoinen were re-elected as members to the Board of Directors for the next term of office. Kari Jussi Aho was elected as a new member. Mikael Silvennoinen was elected as Chairman.

Auditor and their remuneration

Authorised Public Accountants KPMG Oy Ab were elected as the Company's auditor. The remunerations to the Auditor shall be paid on the basis of invoicing approved by the Company.

Forfeiture of shares in Orion Corporation on joint account

The Annual General Meeting resolved pursuant to chapter 3, section 14 a, subsection 3 and chapter 9, section 19 of the Companies Act that the right to shares in Orion and to the rights such shares carry are forfeited with respect to all shares regarding which a declaration for registration to a book-entry account and, with respect to any declaration for registration based on the incorporation in the book-entry system, also the share certificate or other reliable evidence of title, had not been presented to Orion at the latest on 6 May 2020.

The shares that are subject to the forfeiture become Orion’s property, and the provisions on treasury shares apply to such shares.

The minutes of the AGM will be provided in Finnish only, and they will become available on Orion's website, /en/agm2020, no later than 20 May 2020.

Orion Corporation

                                                                                                                                   

Contact person:

Olli Huotari, Senior Vice President, Corporate Functions

Phone 4

Publisher:

Orion Corporation

Communications

Orionintie 1A, FI-02200 Espoo, Finland

Orion is a globally operating Finnish pharmaceutical company – a builder of well-being. Orion develops, manufactures and markets human and veterinary pharmaceuticals and active pharmaceutical ingredients. The company is continuously developing new drugs and treatment methods. The core therapy areas of Orion's pharmaceutical R&D are central nervous system (CNS) disorders, oncology, Finnish heritage rare diseases and respiratory diseases for which Orion develops inhaled Easyhaler® pulmonary drugs. Orion's net sales in 2019 amounted to EUR 1,051 million and the company had about 3,300 employees at the end of the year. Orion's A and B shares are listed on Nasdaq Helsinki.